490.1103 - SHARE EXCHANGE.

        490.1103  SHARE EXCHANGE.         1.  Either of the following may occur through a share exchange:         a.  A domestic corporation may acquire all of the shares of      one or more classes or series of shares of another domestic or      foreign corporation, or all of the interests of one or more classes      or series of interests of a domestic or foreign other entity, in      exchange for shares or other securities, interests, obligations,      rights to acquire shares or other securities, cash, other property,      or any combination of the foregoing, pursuant to a plan of share      exchange.         b.  All of the shares of one or more classes or series of      shares of a domestic corporation may be acquired by another domestic      or foreign corporation or other entity, in exchange for shares or      other securities, interests, obligations, rights to acquire shares or      other securities, cash, other property, or any combination of the      foregoing, pursuant to a plan of share exchange.         2.  A foreign corporation, or a domestic or foreign other entity,      may be a party to the share exchange only if both of the following      conditions are met:         a.  The share exchange is permitted by the laws under which      the corporation or other entity is organized or by which it is      governed.         b.  In effecting the share exchange, the corporation or other      entity complies with such laws and with its articles of incorporation      or organizational documents.         3.  The plan of share exchange must include all of the following:         a.  The name of each corporation or other entity whose shares      or interests will be acquired and the name of the corporation or      other entity that will acquire those shares or interests.         b.  The terms and conditions of the share exchange.         c.  The manner and basis of exchanging shares of a corporation      or interests in an other entity whose shares or interests will be      acquired under the share exchange into shares or other securities,      interests, obligations, rights to acquire shares or other securities,      cash, other property, or any combination of the foregoing.         d.  Any other provisions required by the laws under which any      party to the share exchange is organized or by the articles of      incorporation or organizational documents of any such party.         4.  The terms of a share exchange may be made dependent on facts      objectively ascertainable outside the plan in accordance with section      490.120, subsection 12.         5.  The plan of share exchange may also include a provision that      the plan may be amended prior to filing of the articles of share      exchange with the secretary of state, provided that if the      shareholders of a domestic corporation that is a party to the share      exchange are required or permitted to vote on the plan, the plan must      provide that subsequent to approval of the plan by such shareholders      the plan shall not be amended to change either of the following:         a.  The amount or kind of shares or other securities,      interests, obligations, rights to acquire shares or other securities,      cash, or other property to be issued by the corporation or to be      received by the shareholders of or owners of interests in any party      to the share exchange in exchange for their shares or interests under      the plan.         b.  Any of the terms or conditions of the plan if the change      would adversely affect such shareholders in any material respect.         6.  This section does not limit the power of a domestic      corporation to acquire shares of another corporation or interests in      an other entity in a transaction other than a share exchange.  
         Section History: Recent Form
         89 Acts, ch 288, §123; 2002 Acts, ch 1154, §67, 125; 2007 Acts, ch      140, §10         Referred to in § 490.1101